Noncompete Covenant. The Recitals set forth in Section 11 are incorporated herein by this reference with the same force and effect as if set forth herein in their entirety. As a material inducement to and in consideration for the execution of this Agreement by the Employer; the employment of the Executive hereunder; the Employer’s willingness to establish and maintain relationships with its customers, clients, accounts and prospects, and to provide the Executive with access thereto and to its Confidential Information; and as an inducement to, and in consideration for the Executive’s anticipated working relationship with the customers, clients, accounts and prospects of the Employer and its subsidiaries or affiliates all of which are of substantial benefit to the Executive and, by their terms, require assurances regarding competition and disclosure, the receipt and sufficiency of which consideration is hereby expressly acknowledged, the Executive covenants and agrees that during the term of this Agreement and thereafter during the Noncompete Period (as defined below) the Executive will not accept, directly or indirectly, whether as an officer, director, agent, employee, independent contractor, consultant, joint venture, partner, trustee, beneficiary, or otherwise of any person, firm, corporation, trust or other entity (other than the Employer, its subsidiaries and any other entity in which the Employer holds an equity investment approved by the Employer’s Board of Directors) or as an individual, enter into, undertake, engage, or otherwise participate in any of the following, except to the extent the same are expressly authorized in advance and in writing by the Employer’s Board of Directors, in its sole discretion: A. The Executive will not directly or indirectly sell life insurance to, or otherwise obtain or accept life insurance business from any person, firm or entity that is located in the Restricted Territory (as defined below) with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment. B. The Executive will not directly or indirectly act in the capacity of an insurance advisor, insurance consultant, or risk manager with respect to life insurance for any person, firm, or entity that is located in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client, or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment. C. The Executive will not directly or indirectly contact, canvass, encourage or otherwise solicit any person, firm, or entity that is located in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client, or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date on which Executive’s employment terminated, for the purpose or with the intent of selling life insurance or consulting, advisory, or risk management services to such customer, client or account to the extent that such insurance or such services are provided by or otherwise available through the Employer (or any of its subsidiaries or affiliates). D. The Executive will not directly or indirectly solicit or encourage any current employee, agent or contractor with whom the Employer (or any of its subsidiaries or affiliates) has an established employment, contractual or other business relationship and with whom the Executive has had personal contact in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) to modify, curtail or terminate their employment, contract or business relationship with the Employer (or any of its subsidiaries or affiliates) or become employees, contractors, or agents for or on behalf of any person, firm or entity providing products or services which are substantially similar to the products or services sold or provided by the Employer (or any of its subsidiaries or affiliates), in competition with the Employer (or any of its subsidiaries or affiliates). E. For purposes of this Agreement, the “Noncompete Period” shall mean the period commencing on the date of termination of the Executive’s employment for any reason (the “Date of Termination”) and continuing until the later of (i) the first anniversary of the Date of Termination or (ii) so long as the Employer has paid the Liquidated Damages Amount to the Executive pursuant to Section 9 and continues to comply with its other obligations under Section 9, the expiration of the Severance Period.
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Samples: Employment Agreement (Midwest Holding Inc.), Employment Agreement (Midwest Holding Inc.)
Noncompete Covenant. The Recitals set forth in Section 11 are incorporated herein by this reference with the same force and effect as if set forth herein in their entirety. As a material inducement to and in consideration for the execution of this Agreement by the Employer; the employment (a) Each of the Executive hereunder; the Employer’s willingness to establish Seller (on behalf of its and maintain relationships with its customers, clients, accounts and prospects, and to provide the Executive with access thereto and to its Confidential Information; and as an inducement to, and in consideration for the Executive’s anticipated working relationship with the customers, clients, accounts and prospects on behalf of the Employer and its subsidiaries or affiliates all and affiliates), North Star High Voltage and the Principal Stockholders hereby agrees for a period of which are of substantial benefit to five (5) years after the Executive andClosing Date, by their terms, require assurances regarding competition and disclosure, the receipt and sufficiency of which consideration is hereby expressly acknowledged, the Executive covenants and agrees that during the term of this Agreement and thereafter during the Noncompete Period (as defined below) the Executive will not acceptto, directly or indirectly, (i) engage or become interested in any business (whether as an officerowner, directormanager, agentoperator, licensor, licensee, lender, guarantor partner, stockholder, joint venturer, employee, independent contractor, consultant, joint venture, partner, trustee, beneficiary, consultant or otherwise of otherwise) or render any person, firm, corporation, trust or other entity services to any business competitive with the Business (other than the EmployerExcluded Business) or any business of Ionatron and/or its subsidiaries, other than as a holder for investment purposes only of not more than one percent (1%) of the publicly-traded capital stock of any corporations engaged in such businesses; provided, however, that subject to the confidentiality restrictions set forth in Section 8.2 hereof, the restrictive covenant set forth in this clause (i) shall not apply to any business described in SCHEDULE 8.1
(A) in the event that (A) neither Ionatron nor any of its subsidiaries are then engaging in such business or are projected to engage in such business within the succeeding twelve (12) month period (provided that such engagement has been approved by Ionatron's Board of Directors and provided further that following the expiration of such twelve (12) month period, Ionatron shall no longer be deemed to be projected to engage in such business unless Ionatron shall have engaged in any research and development, sales and/or marketing activities with respect to such business during such twelve (12) month period) and (B) such business is approved by Ionatron as an exception to the restrictive covenant set forth in this clause (i), which approval shall not be unreasonably withheld, or (ii) take any other entity in action which constitutes an interference with or a disruption of Buyer's or Ionatron's operation of the Employer holds an equity investment approved by Business (other than the Employer’s Board of DirectorsExcluded Business) or as an individualBuyer's or Ionatron's use, enter into, undertake, engage, ownership and enjoyment of the Purchased Assets after the Closing Date. At no time during the term of the noncompete covenant set forth in this Section 8.1 or otherwise participate in thereafter shall any of the followingSeller, except to North Star High Voltage or the extent the same are expressly authorized in advance and in writing by the Employer’s Board of DirectorsPrincipal Stockholders, in its sole discretion:
A. The Executive will not directly or indirectly sell life insurance toindirectly, disparage the commercial, business or otherwise obtain or accept life insurance business from any person, firm or entity that is located in the Restricted Territory (as defined below) with whom the Employer (financial reputation of Ionatron or any of its subsidiaries.
(b) For purposes of clarification, but not of limitation, each of the Seller (on behalf of its and on behalf of its subsidiaries and affiliates), North Star High Voltage and the Principal Stockholders acknowledges and agrees that the provisions of Section 8.1(a) above shall serve as a prohibition against it or affiliates) has had an established he, during the period described therein, directly or indirectly, hiring, offering to hire, enticing away or in any other manner persuading or attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, client prospective customer or account relationship and with whom the Executive in his capacity as an officer, director or employee supplier of the Employer Business (other than the Excluded Business) or any business of Ionatron and/or its subsidiaries to discontinue or alter his or its relationship such business.
(c) The parties hereto hereby acknowledge and agree that (i) Buyer and Ionatron would be irreparably injured in the event of a breach by the Seller, North Star High Voltage or any of its subsidiaries the Principal Stockholders of any of their obligations under this Section 8.1, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) Buyer and Ionatron shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. It is hereby also agreed that the existence of any claims which Seller, North Star High Voltage or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding Principal Stockholders may have against Buyer or Ionatron, whether under this Agreement or otherwise, shall not be a defense to the date enforcement by Buyer or Ionatron of termination any of Executive’s employmentthe rights under this Section 8.1.
B. The Executive will not directly (d) It is the intent of the parties hereto that the covenants contained in this Agreement shall be enforced to the fullest extent permissible under the laws of and public policies of each jurisdiction in which enforcement is sought (the Seller and the Principal Stockholders hereby acknowledge that said restrictions are reasonably necessary for the protection of Buyer and Ionatron). Accordingly, it is hereby agreed that if any one or indirectly act in more of the capacity provisions of an insurance advisorSection 8.1 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, insurance consultant, or risk manager said provision shall be (only with respect to life insurance for any person, firm, or entity that is located the operation thereof in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliatesparticular jurisdiction in which such adjudication is made) has had an established customer, client, or account relationship construed by limiting and with whom the Executive in his capacity reducing it so as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment.
C. The Executive will not directly or indirectly contact, canvass, encourage or otherwise solicit any person, firm, or entity that is located in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client, or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date on which Executive’s employment terminated, for the purpose or with the intent of selling life insurance or consulting, advisory, or risk management services to such customer, client or account be enforceable to the extent that such insurance or such services are provided by or otherwise available through the Employer (or any of its subsidiaries or affiliates)permissible.
D. (e) The Executive will provisions of this Section 8.1 shall be in addition to, and not directly in lieu of, any other obligations with respect to the subject matter hereof, whether arising as a matter of contract, by law or indirectly solicit otherwise, including, but not limited to, any obligations which may be contained in any employment agreements, if any, between Buyer or encourage any current employee, agent Ionatron and the Principal Stockholders entered into at or contractor with whom after the Employer Closing.
(or any of its subsidiaries or affiliatesf) has an established employment, contractual or other business relationship and with whom the Executive has had personal contact in his capacity as an officer, director or employee In furtherance of the Employer (foregoing, during the term of the covenants set forth in this Section 8.1, each of Seller, North Star High Voltage and the Principal Stockholders, on the one hand, and Buyer and Ionatron, on the other hand, hereby agree to use its or any of its subsidiaries or affiliates) his commercially reasonably efforts to modify, curtail or terminate their employment, contract or promptly refer all business relationship with the Employer (or any of its subsidiaries or affiliates) or become employees, contractors, or agents for or on behalf of any person, firm or entity providing products or services which are substantially similar relating to the products other party's business coming to its or services sold or provided by the Employer (or any of its subsidiaries or affiliates), in competition with the Employer (or any of its subsidiaries or affiliates)his attention to such other party.
E. For purposes of this Agreement, the “Noncompete Period” shall mean the period commencing on the date of termination of the Executive’s employment for any reason (the “Date of Termination”) and continuing until the later of (i) the first anniversary of the Date of Termination or (ii) so long as the Employer has paid the Liquidated Damages Amount to the Executive pursuant to Section 9 and continues to comply with its other obligations under Section 9, the expiration of the Severance Period.
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Noncompete Covenant. The Recitals set forth in Section 11 are incorporated herein by this reference with the same force and effect as if set forth herein in their entirety. As a material inducement to and in consideration for the execution of this Agreement by the Employer; the employment of the Executive hereunder; the Employer’s willingness to establish and maintain relationships with its customers, clients, accounts and prospects, and to provide the Executive with access thereto and to its Confidential Information; and as an inducement to, and in consideration for the Executive’s anticipated working relationship with the customers, clients, accounts and prospects of the Employer and its subsidiaries or affiliates all of which are of substantial benefit to the Executive and, by their terms, require assurances regarding competition and disclosure, the receipt and sufficiency of which consideration is hereby expressly acknowledged, the Executive covenants and agrees that during the term of this Agreement and thereafter during the Noncompete Period (as defined below) the Executive will not accept, directly or indirectly, whether as an officer, director, agent, employee, independent contractor, consultant, joint venture, partner, trustee, beneficiary, or otherwise of any person, firm, corporation, trust or other entity (other than the Employer, its subsidiaries and any other entity in which the Employer holds an equity investment approved by the Employer’s Board of Directors) or as an individual, enter into, undertake, engage, or otherwise participate in any of the following, except to the extent the same are expressly authorized in advance and in writing by the Employer’s Board of Directors, in its sole discretion:
A. The Executive will not directly or indirectly sell life insurance to, or otherwise obtain or accept life insurance business from any person, firm or entity that is located in the Restricted Territory (as defined below) with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment.
B. The Executive will not directly or indirectly act in the capacity of an insurance advisor, insurance consultant, or risk manager with respect to life insurance for any person, firm, or entity that is located in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client, or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment.
C. The Executive will not directly or indirectly contact, canvass, encourage or otherwise solicit any person, firm, or entity that is located in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client, or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliatesaffJ..liates) has had personal contact during the twenty-four (24) month period immediately preceding the date on which Executive’s employment terminated, for the purpose or with the intent of selling life insurance or consulting, advisory, or risk management services to such customer, client or account to the extent that such insurance or such services are provided by or otherwise available through the Employer (or any of its subsidiaries or affiliates).
D. The Executive will not directly or indirectly solicit or encourage any current employee, agent or contractor with whom the Employer (or any of its subsidiaries or affiliates) has an established employment, contractual or other business relationship and with whom the Executive has had personal contact in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) to modify, curtail or terminate their employment, contract or business relationship with the Employer (or any of its subsidiaries or affiliates) or become employees, contractors, or agents for or on behalf of any person, firm or entity providing products or services which are substantially similar to the products or services sold or provided by the Employer (or any of its subsidiaries or affiliates), in competition with the Employer (or any of its subsidiaries or affiliates).
E. For purposes of this Agreement, the “Noncompete Period” shall mean the period commencing on the date of termination of the Executive’s employment for any reason (the “Date of Termination”) and continuing until the later of (i) the first anniversary of the Date of Termination or (ii) so long as the Employer has paid the Liquidated Damages Amount to the Executive pursuant to Section 9 and continues to comply with its other obligations under Section 9, the expiration of the Severance Period.
F. For purposes of this Agreement, the “Restricted Territory” shall mean (i) the State of Nebraska and (ii) any other state in which the Employer (or any of its subsidiaries or affiliates) is actually transacting life insurance business on the Date of Termination.
Appears in 1 contract
Noncompete Covenant. The Recitals set forth in Section 11 are incorporated herein by this reference with the same force and effect as if set forth herein in their entirety. As a material inducement to and in consideration for the execution of this Agreement by the Employer; the employment of the Executive hereunder; the Employer’s willingness to establish and maintain relationships with its customers, clients, accounts and prospects, and to provide the Executive with access thereto and to its Confidential Information; and as an inducement to, and in consideration for the Executive’s anticipated working relationship with the customers, clients, accounts and prospects of the Employer and its subsidiaries or affiliates all of which are of substantial benefit to the Executive and, by their terms, require assurances regarding competition and disclosure, the receipt and sufficiency of which consideration is hereby expressly acknowledged, the Executive covenants and agrees that during the term of this Agreement and thereafter during the Noncompete Period (as defined below) the Executive will not accept, directly or indirectly, whether as an officer, director, agent, employee, independent contractor, consultant, joint venture, partner, trustee, beneficiary, or otherwise of any person, firm, corporation, trust or other entity (other than the Employer, its subsidiaries and any other entity in which the Employer holds an equity investment approved by the Employer’s Board of Directors) or as an individual, enter into, undertake, engage, or otherwise participate in any of the following, except to the extent the same are expressly authorized in advance and in writing by the Employer’s Board of Directors, in its sole discretion:
A. The Executive will not directly or indirectly sell life insurance to, or otherwise obtain or accept life insurance business from any person, firm or entity that is located in the Restricted Territory (as defined below) with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment.
B. The Executive will not directly or indirectly act in the capacity of an insurance advisor, insurance consultant, or risk manager with respect to life insurance for any person, firm, or entity that is located in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client, or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment.
C. The Executive will not directly or indirectly contact, canvass, encourage or otherwise solicit any person, firm, or entity that is located in the Restricted Territory with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client, or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date on which Executive’s employment terminated, for the purpose or with the intent of selling life insurance or consulting, advisory, or risk management services to such customer, client or account to the extent that such insurance or such services are provided by or otherwise available through the Employer (or any of its subsidiaries or affiliates).
D. The Executive will not directly or indirectly solicit or encourage any current employee, agent or contractor with whom the Employer (or any of its subsidiaries or affiliates) has an established employment, contractual or other business relationship and with whom the Executive has had personal contact in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) to modify, curtail or terminate their employment, contract or business relationship with the Employer (or any of its subsidiaries or affiliates) or become employees, contractors, or agents for or on behalf of any person, firm or entity providing products or services which are substantially similar to the products or services sold or provided by the Employer (or any of its subsidiaries or affiliates), in competition with the Employer (or any of its subsidiaries or affiliates).
E. For purposes of this Agreement, the “Noncompete Period” shall mean the period commencing on the date of termination of the Executive’s employment for any reason (the “Date of Termination”) and continuing until the later of (i) the first anniversary of the Date of Termination or (ii) so long as the Employer has paid the Liquidated Damages Amount to the Executive pursuant to Section 9 and continues to comply with its other obligations under Section 9, the expiration of the Severance Period.
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